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WARRANT TO PURCHASE STOCK

Warrant Agreement

WARRANT TO PURCHASE STOCK | Document Parties: ALPHA INNOTECH CORP You are currently viewing:
This Warrant Agreement involves

ALPHA INNOTECH CORP

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Title: WARRANT TO PURCHASE STOCK
Governing Law: California     Date: 5/13/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

WARRANT TO PURCHASE STOCK, Parties: alpha innotech corp
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Exhibit 10.16

THE SECURITIES REPRESENTED THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

WARRANT TO PURCHASE STOCK

 

Corporation:    ALPHA INNOTECH CORP., a Delaware corporation
Number of Shares:   
Class of Stock:    Common
Initial Exercise Price:    $0.80
Issue Date:    May 9, 2008
Expiration Date:    October 31, 2014

THIS WARRANT CERTIFIES THAT _______________ or registered assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares (the “Shares”) of Common Stock of ALPHA INNOTECH CORP. (the “Company”), in the number, at the price, and for the term specified above. If any amount is outstanding on December 31, 2008 under the Loan Agreement dated as of the Issue Date (the “Loan Agreement”), the number of shares that may be acquired under this Warrant shall automatically increase by a number that is 7.5% of such outstanding balance divided by the Exercise Price. If any amount is outstanding on April 30, 2009 under the Loan Agreement, the number of Shares that may be acquired under this Warrant shall automatically increase by a number that is 7.5% of such outstanding balance divided by the Exercise Price. If any amount is outstanding under the Loan Agreement after the occurrence of an Event of Default, the number of Shares that may be acquired under this Warrant shall increase by 50,000 on the day after the Maturity Date, and by 100,000 on each 30 th day thereafter for so long as any amount remains outstanding under the Loan Agreement.

ARTICLE 1. EXERCISE

1.1 Method of Exercise . Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.

1.2 Conversion Right . In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares computed using the following formula:

 

X =   Y (A - B)   
  A   

 

Where    X = The number of shares of common stock to be issued to the Registered Holder.
   Y = The number of shares of common stock purchasable under this Warrant (at the date of such calculation).
   A = The fair market value of one share of common stock (at the date of such calculation).
   B = The Exercise Price (as adjusted to the date of such calculation). The fair market value of the Shares shall be determined pursuant to Section 1.3.

 


1.3 Fair Market Value . If the Company’s common stock is traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Company’s common stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of calculation. If the Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant . Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5 Replacement of Warrants . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

ARTICLE 2. ADJUSTMENTS TO THE SHARES .

2.1 Stock Dividends, Splits . If the Company declares or pays a dividend on its Common stock payable in Common stock, or other securities, subdivides the outstanding Common stock into a greater amount of Common stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. If the Company makes any other distribution with respect to the Shares, then in each case the Company shall cause Holder upon exercise or conversion of this Warrant to receive a proportionate share of that distribution as though it were the holder of the Shares as of the record date fixed for the determination of stockholders of the Company entitled to receive that distribution.

2.2 Reclassification, Exchange or Substitution . Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Upon the closing of any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, the successor entity shall assume the obligations of this Warrant, and this Warrant thereafter shall be exercisable for the same securities, cash and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Combinations, Etc . If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased.

2.4 Weighted Average Adjustment . If the Company issues additional common shares, other than Excluded Stock, as defined below (and excluding subdivisions, stock dividends, combinations, reclassifications and reorganizations which are covered in Sections 2.1, 2.2 and 2.3 above) after the date of the Warrant and the consideration per additional common share is less than the Warrant Price in effect immediately before such issue shall be reduced, concurrently with such Issue, to a price determined by multiplying the Warrant Price by a fraction:

(a) the numerator of which is the amount of Common Stock Out


 
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